<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K
(Mark One)

[XX]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended      December 31, 1996
                           ---------------------------------------------------

                                      OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ______________ to _____________________________

Commission file number    0-20030
                       -------------------------------------------------------


         American Income Fund I-D, a Massachusetts Limited Partnership
------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                          <C>
 Massachusetts                                               04-3122696
-----------------------------------------------              ------------------------------------------------
(State or other jurisdiction of                              (IRS Employer
 incorporation or organization)                              Identification No.)

 98 N. Washington St., Fifth Floor, Boston, MA               02114
-----------------------------------------------              --------------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code    (617) 854-5800
                                                  ----------------------------

Securities registered pursuant to Section 12(b) of the Act   NONE
                                                           -------------------

      Title of each class                                    Name of each exchange on which registered

-----------------------------------------------            --------------------------------------------------

-----------------------------------------------            --------------------------------------------------
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:

          829,521.30  Units Representing Limited Partnership Interest
------------------------------------------------------------------------------
                               (Title of class)


------------------------------------------------------------------------------
                               (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required  to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes  XX    No
                                                ----      ----

     State the aggregate market value of the voting stock held by nonaffiliates
of the registrant.  Not applicable.  Securities are nonvoting for this purpose.
Refer to Item 12 for further information.


                      DOCUMENTS INCORPORATED BY REFERENCE
      Portions of the Registrant's Annual Report to security holders for
               the year ended December 31, 1996 (Part I and II)
<PAGE>

                           AMERICAN INCOME FUND I-D,
                      a Massachusetts Limited Partnership

                                   FORM 10-K

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    PART I
<TABLE>
<CAPTION>
<S>        <C>                                                              <C>
Item 1.    Business                                                            3

Item 2.    Properties                                                          5

Item 3.    Legal Proceedings                                                   5

Item 4.    Submission of Matters to a Vote of Security Holders                 5

                                    PART II

Item 5.    Market for the Partnership's Securities and                         6
           Related Security Holder Matters

Item 6.    Selected Financial Data                                             7

Item 7.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                 7

Item 8.    Financial Statements and Supplementary Data                         7

Item 9.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                                 8

                                    PART III

Item 10.   Directors and Executive Officers of the Partnership                 9

Item 11.   Executive Compensation                                             11

Item 12.   Security Ownership of Certain Beneficial Owners and Management     11

Item 13.   Certain Relationships and Related Transactions                     12

                                    PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports
           on Form 8-K                                                     14-16

</TABLE>

                                      -2-
<PAGE>

PART I

Item 1.  Business.
------------------

         (a)  General Development of Business

         AMERICAN INCOME FUND I-D, a Massachusetts Limited Partnership, (the
"Partnership") was organized as a limited partnership under the Massachusetts
Uniform Limited Partnership Act (the "Uniform Act") on May 30, 1991 for the
purpose of acquiring and leasing to third parties a diversified portfolio of
capital equipment.  Partners' capital initially consisted of contributions of
$1,000 from the General Partner (AFG Leasing VI Incorporated) and $100 from the
Initial Limited Partner (AFG Assignor Corporation).  On August 30, 1991 the
Partnership issued 829,521.30 units of limited partnership interest (the
"Units") to 1,234 investors.  Included in the 829,521.30 units are 1,572.30
bonus units.  The Partnership has one General Partner,  AFG Leasing VI
Incorporated, a Massachusetts corporation formed in 1990 and an affiliate of
Equis Financial Group Limited Partnership (formerly American Finance Group), a
Massachusetts limited partnership ("EFG" or the "Manager").  The General Partner
is not required to make any other capital contributions except as may be
required under the Uniform Act and Section 6.1(b) of the Amended and Restated
Agreement and Certificate of Limited Partnership (the "Restated Agreement, as
amended").

         (b)  Financial Information About Industry Segments

         The Partnership is engaged in only one industry segment: the business
of acquiring capital equipment and leasing the equipment to creditworthy lessees
on a full payout or operating lease basis. Full payout leases are those in which
aggregate noncancellable rents equal or exceed the Purchase Price of the leased
equipment. Operating leases are those in which the aggregate noncancellable
rental payments are less than the Purchase Price of the leased equipment.
Industry segment data is not applicable.

         (c)  Narrative Description of Business

         The Partnership was organized to acquire a diversified portfolio of
capital equipment subject to various full payout and operating leases and to
lease the equipment to third parties as income-producing investments. More
specifically, the Partnership's primary investment objectives are to acquire and
lease equipment which will:

         1. Generate quarterly cash distributions;

         2. Preserve and protect Partnership capital; and

         3. Maintain substantial residual value for ultimate sale.

         The Partnership has the additional objective of providing certain
federal income tax benefits.

         The Closing Date of the offering of Units of the Partnership was August
30, 1991. Significant operations commenced coincident with the Partnership's
initial purchase of equipment and the associated lease commitments on August 30,
1991. The acquisition of the equipment and its associated leases is described in
detail in Note 3 to the financial statements included in Item 14, herein. The
Partnership is expected to terminate no later than December 31, 2002; however,
the General Partner is evaluating winding-up the business of the Partnership in
1997 or 1998.

         The Partnership has no employees; however, it entered into a Management
Agreement with the Manager coincident with the commencement of operations. The
Manager's role, among other things, is to (i) evaluate, select, negotiate, and
consummate the acquisition of equipment, (ii) manage the leasing, re-leasing,
financing, and refinancing of equipment, and (iii) arrange the resale of
equipment.  The Manager is compensated for such services as described in the
Restated Agreement, as amended, Item 13 herein, and in Note 4 to the financial
statements included in Item 14, herein.


                                      -3-
<PAGE>

         The Partnership's investment in equipment is, and will continue to be,
subject to various risks, including physical deterioration, technological
obsolescence and defaults by lessees.  A principal business risk of owning and
leasing equipment is the possibility that aggregate lease revenues and equipment
sale proceeds will be insufficient to provide an acceptable rate of return on
invested capital after payment of all debt service costs and operating expenses.
Consequently, the success of the Partnership is largely dependent upon the
ability of the General Partner and its Affiliates to forecast technological
advances, the ability of the lessees to fulfill their lease obligations and the
quality and marketability of the equipment at the time of sale.

         In addition, the leasing industry is very competitive. Although all
funds available for acquisitions have been invested in equipment, subject to
noncancellable lease agreements, the Partnership will encounter considerable
competition when equipment is re-leased or sold at the expiration of primary
lease terms. The Partnership will compete with lease programs offered directly
by manufacturers and other equipment leasing companies, including limited
partnerships and trusts organized and managed similarly to the Partnership, and
including other EFG-sponsored partnerships and trusts, which may seek to re-
lease or sell equipment within their own portfolios to the same customers as the
Partnership. Many competitors have greater financial resources and more
experience than the Partnership, the General Partner and the Manager.

         Generally, the Partnership is prohibited from reinvesting the proceeds
generated by refinancing or selling equipment.  Accordingly, it is anticipated
that the Partnership will begin to liquidate its portfolio of equipment at the
expiration of the initial lease terms and to distribute the net liquidation
proceeds.  As an alternative to sale, the Partnership may enter re-lease
agreements when considered advantageous by the General Partner and the Manager.
In accordance with the Partnership's stated investment objective and policies,
the General Partner is evaluating winding-up the Partnership's operations,
including the liquidation of its entire portfolio.

         Revenue from major individual lessees which accounted for 10% or more
of lease revenue during the years ended December 31, 1996, 1995 and 1994 is
incorporated herein by reference to Note 2 to the financial statements in the
1996 Annual Report. Refer to Item 14(a)(3) for lease agreements filed with the
Securities and Exchange Commission.

         Default by a lessee under a lease may cause equipment to be returned to
the Partnership at a time when the General Partner or the Manager is unable to
arrange for the re-lease or sale of such equipment. This could result in the
loss of a material portion of anticipated revenues and significantly weaken the
Partnership's ability to repay related debt.

         EFG is a Massachusetts limited partnership formerly known as American
Finance Group ("AFG").  AFG was established in 1988 as a Massachusetts general
partnership and succeeded American Finance Group, Inc., a Massachusetts
corporation organized in 1980.  EFG and its subsidiaries (collectively, the
"Company") are engaged in various aspects of the equipment leasing business,
including EFG's role as Equipment Manager or Advisor to the Partnership and
several other Direct-Participation equipment leasing programs sponsored or co-
sponsored by EFG (the "Other Investment Programs").  The Company arranges to
broker or originate equipment leases, acts as remarketing agent and asset
manager, and provides leasing support services, such as billing, collecting, and
asset tracking.

         The general partner of EFG, with a 1% controlling interest, is Equis
Corporation, a Massachusetts corporation owned and controlled entirely by Gary
D. Engle, its President and Chief Executive Officer.  Equis Corporation also
owns a controlling 1% general partner interest in EFG's 99% limited partner, GDE
Acquisition Limited Partnership ("GDE LP").  Equis Corporation and GDE LP were
established in December 1994 by Mr. Engle for the sole purpose of acquiring the
business of AFG.

         In January 1996, the Company sold certain assets of AFG relating
primarily to the business of originating new leases, and the name "American
Finance Group," and its acronym, to a third party (the "Buyer"). AFG changed its
name to Equis Financial Group Limited Partnership after the sale was concluded.
Pursuant to terms of the sale agreements, EFG agreed not to compete with the
Buyer's lease origination business for a period of five years; however, EFG is
permitted to originate certain equipment leases, principally those involving
non-investment grade lessees and ocean-going vessels, which are not in
competition with the Buyer. In addition, the sale


                                      -4-
<PAGE>

agreements specifically reserved to EFG the rights to continue using the name
American Finance Group and its acronym in connection with the Partnership and
the Other Investment Programs and to continue managing all assets owned by the
Partnership and the Other Investment Programs, including the right to satisfy
all required equipment acquisitions utilizing either brokers or the Buyer.
Geoffrey A. MacDonald, Chairman of Equis Corporation and Gary D. Engle agreed
not to compete with the sold business on terms and conditions similar to those
for the Company.

         (d) Financial Information About Foreign and Domestic Operations and
             Export Sales

         Not applicable.


Item 2.  Properties.
--------------------

         Incorporated herein by reference to Note 3 to the financial statements
in the 1996 Annual Report.


Item 3.  Legal Proceedings.
---------------------------

         Incorporated herein by reference to Note 7 to the financial statements
in the 1996 Annual Report.


Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------

         None.


                                      -5-
<PAGE>

PART II

Item 5.  Market for the Partnership's Securities and Related Security Holder
----------------------------------------------------------------------------
Matters.
--------

         (a) Market Information

         There is no public market for the resale of the Units and it is not
anticipated that a public market for resale of the Units will develop.

         (b) Approximate Number of Security Holders

         At December 31, 1996, there were 1,182 Limited Partners in the
Partnership.

         (c) Dividend History and Restrictions

         Pursuant to Article VI of the Restated Agreement, as amended, the
Partnership's Distributable Cash From Operations and Distributable Cash From
Sales or Refinancings are determined and distributed to the Partners quarterly.
Each quarter's distribution may vary in amount.  Distributions may be made to
the General Partner prior to the end of the fiscal quarter; however, the amount
of such distribution reflects only amounts to which the General Partner is
entitled at the time such distribution is made.  Currently, there are no
restrictions that materially limit the Partnership's ability to distribute
Distributable Cash From Operations and Distributable Cash From Sales or
Refinancings or that the Partnership believes are likely to materially limit the
future distribution of Distributable Cash From Operations and Distributable Cash
From Sales or Refinancings.  The Partnership expects to continue to distribute
all Distributable Cash From Operations and Distributable Cash From Sales or
Refinancings on a quarterly basis.

         Distributions in 1996 and 1995 were as follows:
<TABLE>
<CAPTION>

                                                      General     Limited
                                            Total     Partner     Partners
                                         -----------  --------  -----------

<S>                                      <C>          <C>       <C>
   Total 1996 distributions               $  873,181   $43,659   $  829,522

   Total 1995 distributions                1,091,476    54,574    1,036,902
                                          ----------   -------   ----------

                      Total               $1,964,657   $98,233   $1,866,424
                                          ==========   =======   ==========
</TABLE>
         Distributions payable were $218,296 and $272,869 at December 31, 1996
and 1995, respectively.

         "Distributable Cash From Operations" means the net cash provided by the
Partnership's normal operations after general expenses and current liabilities
of the Partnership are paid, reduced by any reserves for working capital and
contingent liabilities to be funded from such cash, to the extent deemed
reasonable by the General Partner, and increased by any portion of such reserves
deemed by the General Partner not to be required for Partnership operations and
reduced by all accrued and unpaid Equipment Management Fees and, after Payout,
further reduced by all accrued and unpaid Subordinated Remarketing Fees.
Distributable Cash From Operations does not include any Distributable Cash From
Sales or Refinancings.

         "Distributable Cash From Sales or Refinancings" means Cash From Sales
or Refinancings as reduced by (i)(a) amounts realized from any loss or
destruction of equipment which the General Partner determines shall be
reinvested in similar equipment for the remainder of the original lease term of
the lost or destroyed equipment, or in isolated instances, in other equipment,
if the General Partner determines that investment of such proceeds will
significantly improve the diversity of the Partnership's equipment portfolio,
and subject in either case to satisfaction of all existing indebtedness secured
by such equipment to the extent deemed necessary or appropriate by the General
Partner, or (b) the proceeds from the sale of an interest in equipment pursuant
to any agreement governing a joint venture which the General Partner determines
will be invested in additional equipment or

                                      -6-
<PAGE>

interests in equipment and which ultimately are so reinvested and (ii) any
accrued and unpaid Equipment Management Fees and, after Payout, any accrued and
unpaid Subordinated Remarketing Fees.

         "Cash From Sales or Refinancings" means cash received by the
Partnership from sale or refinancing transactions, as reduced by (i)(a) all
debts and liabilities of the Partnership required to be paid as a result of sale
or refinancing transactions, whether or not then due and payable (including any
liabilities on an item of equipment sold which are not assumed by the buyer and
any remarketing fees required to be paid to persons not affiliated with the
General Partner, but not including any Subordinated Remarketing Fees whether or
not then due and payable) and (b) general expenses and current liabilities from
the Partnership (other than any portion of the Equipment Management Fee which is
required to be accrued and the Subordinated Remarketing Fee) and (c) any
reserves for working capital and contingent liabilities funded from such cash to
the extent deemed reasonable by the General Partner and (ii) increased by any
portion of such reserves deemed by the General Partner not to be required for
Partnership operations. In the event the Partnership accepts a note in
connection with any sale or refinancing transaction, all payments subsequently
received in cash by the Partnership with respect to such note shall be included
in Cash From Sales or Refinancings, regardless of the treatment of such payments
by the Partnership for tax or accounting purposes. If the Partnership receives
purchase money obligations in payment for equipment sold, which are secured by
liens on such equipment, the amount of such obligations shall not be included in
Cash From Sales or Refinancings until the obligations are fully satisfied.

         Each distribution of Distributable Cash From Operations and
Distributable Cash From Sales or Refinancings of the Partnership shall be made
95% to the Limited Partners and 5% to the General Partner.

         "Payout" is defined as the first time when the aggregate amount of all
distributions to the Limited Partners of Distributable Cash From Operations and
Distributable Cash From Sales or Refinancings equals the aggregate amount of the
Limited Partners' original capital contributions plus a cumulative annual
distribution of 11% (compounded quarterly and calculated beginning with the last
day of the month of the Partnership's Closing Date) on their aggregate
unreturned capital contributions.  For purposes of this definition, capital
contributions shall be deemed to have been returned only to the extent that
distributions of cash to the Limited Partners exceed the amount required to
satisfy the cumulative annual distribution of 11% (compounded quarterly) on the
Limited Partners' aggregate unreturned capital contributions, such calculation
to be based on the aggregate unreturned capital contributions outstanding on the
first day of each fiscal quarter.

         Distributable Cash From Operations and Distributable Cash From Sales or
Refinancings ("Distributions") are distributed within 30 days after the
completion of each quarter of the year, beginning with the first full fiscal
quarter following the Partnership's Closing.  Each Distribution is described in
a statement sent to the Limited Partners.


Item 6.  Selected Financial Data.
---------------------------------

         Incorporated herein by reference to the section entitled "Selected
Financial Data" in the 1996 Annual Report.


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations.
--------------

         Incorporated herein by reference to the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
1996 Annual Report.


Item 8.  Financial Statements and Supplementary Data.
-----------------------------------------------------

         Incorporated herein by reference to the financial statements and
supplementary data included in the 1996 Annual Report.


                                      -7-
<PAGE>

Item 9.  Changes in and Disagreements with Accountants on Accounting and
------------------------------------------------------------------------
Financial Disclosure.
---------------------

         None.


                                      -8-
<PAGE>

PART III

Item 10. Directors and Executive Officers of the Partnership.
-------------------------------------------------------------

         (a-b) Identification of Directors and Executive Officers

         The Partnership has no Directors or Officers. As indicated in Item 1 of
this report, AFG Leasing VI Incorporated is the sole General Partner of the
Partnership. Under the Restated Agreement, as amended, the General Partner is
solely responsible for the operation of the Partnership's properties and the
Limited Partners have no right to participate in the control of such operations.
The names, titles and ages of the Directors and Executive Officers of the
General Partner as of March 15, 1997 are as follows:

DIRECTORS AND EXECUTIVE OFFICERS OF
THE GENERAL PARTNER (See Item 13)
---------------------------------
<TABLE>
<CAPTION>

          Name                              Title                        Age          Term
---------------------------  ------------------------------------      -------        ----
<S>                          <C>                                       <C>            <C>

Geoffrey A. MacDonald        Chairman and a member of the                             Until a
                             Executive Committee of EFG                              successor
                             and President and a Director                             is duly
                             of the General Partner                       48          elected
                                                                                        and
                                                                                     qualified

Gary D. Engle                President and Chief Executive
                             Officer and member of the
                             Executive Committee of EFG                   48

Gary M. Romano               Executive Vice President and
                             Chief Operating Officer
                             of EFG and Clerk of the
                             General Partner                              37

James A. Coyne               Senior Vice President of EFG                 36

Michael J. Butterfield       Vice President, Finance and Treasurer
                             of EFG and Treasurer of
                             the General Partner                          37

James F. Livesey             Vice President, Aircraft and Vessels
                             of EFG                                       47

Sandra L. Simonsen           Senior Vice President, Information
                             Systems of EFG                               46

Gail D. Ofgant               Vice President, Lease Operations of EFG      31

</TABLE>

         (c) Identification of Certain Significant Persons

         None.

         (d) Family Relationship

         No family relationship exists among any of the foregoing Partners,
Directors or Executive Officers.


                                      -9-
<PAGE>

         (e) Business Experience

         Mr. MacDonald, age 48, is a co-founder, Chairman and a member of the
Executive Committee of EFG and President and a Director of the General Partner.
Mr. MacDonald was also a co-founder, Director and Senior Vice President of EFG's
predecessor corporation from 1980 to 1988.  Mr. MacDonald is Vice President of
American Finance Group Securities Corp. and a limited partner in Atlantic
Acquisition Limited Partnership ("AALP").  Prior to co-founding EFG's
predecessors, Mr. MacDonald held various executive and management positions in
the leasing and pharmaceutical industries.  Mr. MacDonald holds an M.B.A. from
Boston College and a B.A. degree from the University of Massachusetts (Amherst).

         Mr. Engle, age 48, is President and Chief Executive Officer and a
member of the Executive Committee of EFG and President of AFG Realty
Corporation. Mr. Engle is Vice President and a Director of certain of EFG's
affiliates. On December 16, 1994, Mr. Engle acquired control of EFG, the General
Partner and each of EFG's subsidiaries. Mr. Engle controls the general partner
of AALP and is also a limited partner in AALP. From 1987 to 1990, Mr. Engle was
a principal and co-founder of Cobb Partners Development, Inc., a real estate and
mortgage banking company. From 1980 to 1987, Mr. Engle was Senior Vice President
and Chief Financial Officer of Arvida Disney Company, a large scale community
development company owned by Walt Disney Company. Prior to 1980, Mr. Engle
served in various management consulting and institutional brokerage capacities.
Mr. Engle has an M.B.A. from Harvard University and a B.S. degree from the
University of Massachusetts (Amherst).

         Mr. Coyne, age 36, is Senior Vice President of EFG. Mr. Coyne
joined EFG in 1989, remained until May 1993, and rejoined EFG in November 1994.
From May 1993 through November 1994, he was with the Raymond Company, a private
investment firm, where he was responsible for financing corporate and real
estate acquisitions. From 1985 through 1989, Mr. Coyne was affiliated with a
real estate investment company and an equipment leasing company. Prior to 1985
he was with the accounting firm of Ernst & Whinney (now Ernst & Young LLP). He
has a BS in Business Administration from John Carroll University, a Masters
Degree in Accounting from Case Western Reserve University and is a Certified
Public Accountant.

         Mr. Romano, age 37, is Executive Vice President and Chief Operating
Officer of EFG and certain of its affiliates and Clerk of the General Partner.
Mr. Romano joined EFG in November 1989 and was appointed Executive Vice
President and Chief Operating Officer in April 1996. Prior to joining EFG, Mr.
Romano was Assistant Controller for a privately-held real estate company which
he joined in 1987. Mr. Romano held audit staff and manager positions at Ernst &
Whinney (now Ernst & Young LLP) from 1982 to 1986. Mr. Romano is a C.P.A. and
holds a B.S. degree from Boston College.

         Mr. Butterfield, age 37, joined EFG in June 1992 and became Vice
President, Finance and Treasurer of EFG and certain of its affiliates in April
1996 and is Treasurer of the General Partner. Prior to joining EFG, Mr.
Butterfield was an Audit Manager with Ernst & Young LLP, which he joined in
1987. Mr. Butterfield was employed in public accounting and industry positions
in New Zealand and London (U.K.) prior to coming to the United States in 1987.
Mr. Butterfield attained his Associate Chartered Accountant (A.C.A.)
professional qualification in New Zealand and has completed his C.P.A.
requirements in the United States. He holds a Bachelor of Commerce degree from
the University of Otago, Dunedin, New Zealand.

         Mr. Livesey, age 47, is Vice President, Aircraft and Vessels, of EFG.
Mr. Livesey joined EFG in October, 1989, and was promoted to Vice President in
January 1992. Prior to joining EFG, Mr. Livesey held sales and marketing
positions with two privately-held equipment leasing firms. Mr. Livesey holds an
M.B.A. from Boston College and B.A. degree from Stonehill College.

         Ms. Simonsen, age 46, joined EFG in February 1990 and was promoted to
Senior Vice President, Information Systems of EFG in April 1996. Prior to
joining EFG, Ms. Simonsen was Vice President, Information Systems with Investors
Mortgage Insurance Company which she joined in 1973. Ms. Simonsen provided
systems consulting for a subsidiary of American International Group and authored
a software program published by IBM. Ms. Simonsen holds a B.A. degree from
Wilson College.


                                     -10-
<PAGE>

    Ms. Ofgant, age 31, is Vice President, Lease Operations of EFG and certain
of its affiliates.  Ms. Ofgant joined EFG in June 1989, and was promoted to
Manager, Lease Operations in April 1994.  In April 1996, Ms. Ofgant was
appointed Vice President, Lease Operations.  Prior to joining EFG, Ms. Ofgant
was employed by Security Pacific National Trust Company.  Ms. Ofgant holds a
B.S. degree in Finance from Providence College.

    (f) Involvement in Certain Legal Proceedings

    None.

    (g) Promoters and Control Persons

    See Item 10 (a-b) above.

Item 11.  Executive Compensation.
---------------------------------

    (a) Cash Compensation

    Currently, the Partnership has no employees.  However, under the terms of
the Restated Agreement, as amended, the Partnership is obligated to pay all
costs of personnel employed full or part-time by the Partnership, including
officers or employees of the General Partner or its Affiliates.  There is no
plan at the present time to make any officers or employees of the General
Partner or its Affiliates employees of the Partnership.  The Partnership has not
paid and does not propose to pay any options, warrants or rights to the officers
or employees of the General Partner or its Affiliates.

    (b) Compensation Pursuant to Plans

    None.

    (c) Other Compensation

    Although the Partnership has no employees, as discussed in Item 11(a),
pursuant to Section 9.4(c) of the Restated Agreement, as amended, the
Partnership incurs a monthly charge for personnel costs of the Manager for
persons engaged in providing administrative services to the Partnership.  A
description of the remuneration paid by the Partnership to the Manager for such
services is included in Item 13, herein, and in Note 4 to the financial
statements included in Item 14, herein.

    (d) Compensation of Directors

    None.

    (e) Termination of Employment and Change of Control Arrangement

    There exists no remuneration plan or arrangement with the General Partner or
its Affiliates which results or may result from their resignation, retirement or
any other termination.

Item 12. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

    By virtue of its organization as a limited partnership, the Partnership has
outstanding no securities possessing traditional voting rights.  However, as
provided in Section 10.2(a) of the Restated Agreement, as amended (subject to
Sections 10.2(b) and 10.3), a majority interest of the Limited Partners have
voting rights with respect to:

    1. Amendment of the Restated Agreement;

    2. Termination of the Partnership;

                                      -11-
<PAGE>

    3. Removal of the General Partner; and

    4. Approval or disapproval of the sale of substantially all of the assets of
       the Partnership (except in the orderly liquidation of the Partnership
       upon its termination and dissolution).

    No person or group is known by the General Partner to own beneficially more
than 5% of the Partnership's 829,521.30 outstanding Units as of March 1, 1997.

    The ownership and organization of EFG is described in Item 1 of this report.

Item 13.  Certain Relationships and Related Transactions.
---------------------------------------------------------

    The General Partner of the Partnership is AFG Leasing VI Incorporated, an
affiliate of EFG.

    (a) Transactions with Management and Others

    All operating expenses incurred by the Partnership are paid by EFG on behalf
of the Partnership and EFG is reimbursed at its actual cost for such
expenditures.  Fees and other costs incurred during the years ended December 31,
1996, 1995 and 1994, which were paid or accrued by the Partnership to EFG or its
Affiliates, are as follows:

<TABLE>
<CAPTION>
                                     1996       1995       1994
                                   ---------  ---------  ---------
<S>                                <C>        <C>        <C>
Equipment management fees           $154,069   $151,346   $184,326
Administrative charges                39,024     21,000     12,000
Reimbursable operating expenses
  due to third parties               164,555    115,881     71,200
                                    --------   --------   --------

        Total                       $357,648   $288,227   $267,526
                                    ========   ========   ========
</TABLE>

    As provided under the terms of the Management Agreement, EFG is compensated
for its services to the Partnership.  Such services include all aspects of
acquisition, management and sale of equipment.  For acquisition services, EFG is
compensated by an amount equal to 2.23% of Equipment Base Price paid by the
Partnership.  For management services, EFG is compensated by an amount equal to
the lesser of (i) 5% of gross operating lease rental revenues and 2% of gross
full payout lease rental revenue received by the Partnership or (ii) fees which
the General Partner reasonably believes to be competitive for similar services
for similar equipment.  Both of these fees are subject to certain limitations
defined in the Management Agreement. Compensation to EFG for services connected
to the sale of equipment is calculated as the lesser of (i) 3% of gross sale
proceeds or (ii) one-half of reasonable brokerage fees otherwise payable under
arm's length circumstances.  Payment of the remarketing fee is subordinated to
Payout and is subject to certain limitations defined in the Management
Agreement.

    Administrative charges represent amounts owed to EFG, pursuant to Section
9.4(c) of the Restated Agreement, as amended, for persons employed by EFG who
are engaged in providing administrative services to the Partnership.
Reimbursable operating expenses due to third parties represent costs paid by EFG
on behalf of the Partnership which are reimbursed to EFG.

    In 1991, the Partnership acquired 900 intermodal cargo containers, at a cost
of $1,840,140, and leased such containers to ICCU Containers, S.p.A. ("ICCU"),
an affiliate of Clou Investments (U.S.A.), Inc. ("CLOU"), which formerly owned a
minority interest in AFG Holdings Illinois Limited Partnership, formerly a
partner in AFG.  The ability of ICCU to fulfill all of its obligations under the
lease contract deteriorated, in EFG's view, in 1994.  As a result, EFG, on the
Partnership's behalf, began negotiations with other parties to either assume the
lease obligations of ICCU or acquire the containers.  As a result of these
negotiations, the Partnership transferred 897 containers, having a net book
value of $970,944, to a third-party on November 30, 1994.  The Partnership
received, as settlement from ICCU and the third party, consideration as follows:
(i) a contractual right to receive comparable containers with an estimated fair
market value of $1,033,013 and (ii) beneficial assignment of an existing EFG
note payable to CLOU which had a principal balance of $369,852 at the date of
the transaction.  The

                                      -12-
<PAGE>

note had an effective interest rate of 8% and a quarterly amortization schedule
which matured on December 31, 1996. All amounts due from EFG pursuant to this
note had been received by the Partnership at December 31, 1996 in accordance
with the original amortization schedule. A portion of the consideration received
was used to satisfy the Partnership's accounts receivable balance of $184,178
outstanding from ICCU at November 30, 1994. The containers acquired by the third
party represented approximately 6% of the Partnership's equipment portfolio at
November 30, 1994. The remaining three containers of the original equipment
group were disposed of in 1992 for stipulated payments as a result of casualty
events.

    In April 1995, the Partnership replaced the original containers with
comparable containers and leased such containers to a new lessee pursuant to the
rules for completing a like-kind exchange for income tax reporting purposes.
The carrying value of the new containers, $1,958,034, was reduced by $247,743,
representing the amount of gain deferred on the original containers.  The
Partnership obtained approximately $925,000 of long-term financing in connection
with the replacement containers.

    All equipment was purchased from EFG, one of its affiliates or from third-
party sellers. The Partnership's Purchase Price is determined by the method
described in Note 2 to the financial statements included in Item 14, herein.

    All rents and proceeds from the sale of equipment are paid directly to
either EFG or to a lender.  EFG temporarily deposits collected funds in a
separate interest-bearing escrow account prior to remittance to the Partnership.
At December 31, 1996, the Partnership was owed $146,455 by EFG for such funds
and the interest thereon.  These funds were remitted to the Partnership in
January 1997.

    On August 18, 1995, Atlantic Acquisition Limited Partnership ("AALP"), a
newly formed Massachusetts limited partnership owned and controlled by certain
principals of EFG, commenced a voluntary cash Tender Offer (the "Offer") for up
to approximately 45% of the outstanding units of limited partner interest in
this Partnership and 20 affiliated partnerships sponsored and managed by EFG.
The Offer was subsequently amended and supplemented in order to provide
additional disclosure to unitholders; increase the offer price; reduce the
number of units sought to approximately 35% of the outstanding units; and extend
the expiration date of the Offer to October 20, 1995. Following commencement of
the Offer, certain legal actions were initiated by interested persons against
AALP, each of the general partners (4 in total) of the 21 affected programs, and
various other affiliates and related parties. One action, a class action brought
in the United States District Court for the District of Massachusetts (the
"Court") on behalf of the unitholders (limited partners), sought to enjoin the
Offer and obtain unspecified monetary damages. A settlement of this litigation
was approved by the Court on November 15, 1995. The Plaintiffs filed an appeal
in this matter. On November 26, 1996, the United States Court of Appeals for the
First Circuit handed down a decision affirming the Court's approval of the
settlement. A second class action, brought in the Superior Court of the
Commonwealth of Massachusetts (the "Superior Court") seeking to enjoin the
Offer, obtain unspecified monetary damages, and intervene in the first class
action, was dismissed by the Superior Court. The limited partners of the
Partnership tendered approximately 35,049 units or 4.23% of the total
outstanding units of the Partnership to AALP. The operations of the Partnership
were not adversely affected by these proceedings or settlements. On December 1,
1996, EFG purchased a Class D interest, representing a 49% economic interest in
AALP.

    (b) Certain Business Relationships

    None.

    (c) Indebtedness of Management to the Partnership

    None.

    (d) Transactions with Promoters

    See Item 13(a) above.

                                      -13-
<PAGE>

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
--------------------------------------------------------------------------

    (a)  Documents filed as part of this report:

         (1)  Financial Statements:

              Report of Independent Auditors.................................  *

              Statement of Financial Position
              at December 31, 1996 and 1995..................................  *

              Statement of Operations
              for the years ended December 31, 1996, 1995 and 1994...........  *

              Statement of Changes in Partners' Capital
              for the years ended December 31, 1996, 1995 and 1994...........  *

              Statement of Cash Flows
              for the years ended December 31, 1996, 1995 and 1994...........  *

              Notes to the Financial Statements..............................  *

       (2)    Financial Statement Schedules:

              None required.

       (3) Exhibits:

              Except as set forth below, all Exhibits to Form 10-K, as set forth
              in Item 601 of Regulation S-K, are not applicable.


     Exhibit
     Number
     ------

       4      Amended and Restated Agreement and Certificate of Limited
              Partnership included as Exhibit A to the Prospectus which is
              included in Registration Statement on Form S-1 (No. 33-35148).

      13      The 1996 Annual Report to security holders, a copy of which is
              furnished for the information of the Securities and Exchange
              Commission. Such Report, except for those portions thereof which
              are incorporated herein by reference, is not deemed "filed" with
              the Commission.

      23      Consent of Independent Auditors.

      99 (a)  Lease agreement with Kristian Gerhard Jebsen Skipsrederi was filed
              in the Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1992 as Exhibit 28 (e) and is incorporated herein by
              reference.


* Incorporated herein by reference to the appropriate portion of the 1996 Annual
  Report to security holders for the year ended December 31, 1996. (See Part II)

                                      -14-
<PAGE>

      Exhibit
      Number
      ------

      99 (b)  Lease agreement with United Air Lines, Inc. was filed in the
              Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1992 as Exhibit 28 (f) and is incorporated herein by
              reference.

      99 (c)  Lease agreement with The Helen Mining Company was filed in the
              Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1995 as Exhibit 99 (c) and is incorporated herein by
              reference

      99 (d)  Lease agreement with General Motors Corporation is filed in the
              Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1996 and is included herein.

      99 (e)  Lease agreement with General Motors Corporation is filed in the
              Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1996 and is included herein.

      99 (f)  Lease agreement with Southwest Airlines, Inc. is filed in the
              Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1996 and is included herein.

      99 (g)  Lease agreement with Southwest Airlines, Inc. is filed in the
              Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1996 and is included herein.

      99 (h)  Lease agreement with Southwest Airlines, Inc. is filed in the
              Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1996 and is included herein.

    (b) Reports on Form 8-K

    None.

                                      -15-
<PAGE>

                                                                      Exhibit 23

                        CONSENT OF INDEPENDENT AUDITORS

    We consent to the incorporation by reference in this Annual Report (Form 10-
K) of American Income Fund I-D, a Massachusetts Partnership of our report dated
March 14, 1997 included in the 1996 Annual Report to Partners of American Income
Fund I-D.



                                                               ERNST & YOUNG LLP



Boston, Massachusetts
March 14, 1997

                                      -16-
<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.


         AMERICAN INCOME FUND I-D, a Massachusetts Limited Partnership


                        By: AFG Leasing VI Incorporated,
                        a Massachusetts corporation and the
                        General Partner of the Registrant.



By: /s/ Geoffrey A. MacDonald                 By: /s/ Gary D. Engle
   --------------------------------              ------------------------------
Geoffrey A. MacDonald                         Gary D. Engle
Chairman and a member of the                  President and Chief Executive
Executive Committee of EFG and                Officer and a member of the
President and a Director of the               Executive Committee of EFG
General Partner                               (Principal Executive Officer)





Date: March 31, 1997                            Date: March 31, 1997
     ------------------------------                  --------------------------



By: /s/ Gary M. Romano                        By: /s/ Michael J. Butterfield
   --------------------------------              ------------------------------
Gary M. Romano                                Michael J. Butterfield
Executive Vice President and Chief            Vice President, Finance and
Operating Officer of EFG and Clerk            Treasurer of EFG and Treasurer
of the General Partner                        of the General Partner
(Principal Financial Officer)                 (Principal Accounting Officer)



Date: March 31, 1997                            Date: March 31, 1997
     ------------------------------                  --------------------------

                                      -17-
<PAGE>

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

    No annual report has been sent to the Limited Partners.  A report will be
furnished to the Limited Partners subsequent to the date hereof.

    No proxy statement has been or will be sent to the Limited Partners.

                                      -18-